The following tables, narrative, and footnotes disclose the compensation paid to the Named Executive Officers of the Company. The Named Executive
Officers include the: Executive Chairman; Chief Executive Officer; Senior Vice President and Chief Financial Officer; Senior Vice President, General Counsel, and Corporate Secretary; and Senior Vice President of Administration and Human Resources.
Summary Compensation Table
The following Summary Compensation Table summarizes the total compensation awarded to our Named Executive Officers in Fiscal Years 2017, 2016, and 2015:
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NAME AND
PRINCIPAL POSITION
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YEAR
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SALARY
($)
1
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BONUS
($)
2
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SHARE
AWARDS
($)
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OPTION
AWARDS
($)
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NON-EQUITY
INCENTIVE
PLAN
COMPENSATION
($)
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CHANGE IN
PENSION
VALUE
& NONQULALIFIED
DEFERRED
COMPENSATION
EARNINGS
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ALL OTHER
COMPENSATION
($)
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TOTAL
($)
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Peter B. Orthwein
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2017
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500,000
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1,390,965
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(3)
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1,890,965
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Executive Chairman
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2016
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500,000
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952,241
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1,452,241
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2015
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750,000
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1,440,520
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2,190,520
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Robert W. Martin
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2017
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750,000
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4,371,035
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(4)
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8,147,650
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(5)
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13,268,685
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President and Chief
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2016
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750,000
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1,904,480
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6,665,681
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9,320,161
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Executive Officer
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2015
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750,000
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1,440,520
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5,041,822
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7,232,342
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Colleen Zuhl
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2017
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600,000
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1,617,980
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(6)
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1,163,950
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(7)
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3,381,930
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Senior Vice President and
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2016
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600,000
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75,000
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761,792
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761,792
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2,198,584
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Chief Financial Officer
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2015
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500,000
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432,156
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432,158
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1,364,314
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Todd Woelfer
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2017
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600,000
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1,294,384
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(8)
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931,160
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(9)
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2,825,544
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Senior Vice President
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2016
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500,000
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75,000
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666,568
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666,568
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1,908,136
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General Counsel, and
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2015
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500,000
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432,156
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432,158
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1,364,314
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Corporate Secretary
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Kenneth D. Julian
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2017
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500,000
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1,082,643
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(10)
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558,696
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(11)
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2,141,339
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Senior Vice President of
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2016
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500,000
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666,568
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457,076
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1,623,644
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Administration and
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2015
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400,000
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432,156
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259,294
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1,091,450
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Human Resources
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(1)
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All compensation figures in this table are rounded to the nearest dollar amount.
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(2)
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The amounts in this column reflect the payment of discretionary bonuses.
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(3)
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This amount consists of a
non-equity
incentive plan award paid to Mr. Orthwein for Fiscal Year 2017 equal to 0.25% of our
pre-tax
profits for each fiscal quarter during the Fiscal Year.
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(4)
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This amount consists of an equity incentive plan award paid to Mr. Martin for Fiscal Year 2017 which was based on a formula equal to 0.5% of our pre-tax profits plus 1.75% of Jayco operations pre-tax profits.
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(5)
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This amount consists of a non-equity incentive plan award to Mr. Martin in Fiscal Year 2017 which was based on a formula equal to 1.75% of our pre-tax profits for each fiscal quarter during the Fiscal Year less 1.75%
of Jayco operations pre-tax profits.
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(6)
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This amount consists of an equity incentive plan award to Ms. Zuhl for Fiscal Year 2017 which was based on a formula equal to 0.25% of our
pre-tax
profits plus 0.25% of
Jayco operations pre-tax profits.
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52
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NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT
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Executive Compensation
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(7)
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This amount consists of a
non-equity
incentive plan award to Ms. Zuhl for Fiscal Year 2017 which was based on a formula equal to 0.25% of our
pre-tax
profits for each fiscal quarter during the Fiscal Year less 0.25% of Jayco operations
pre-tax
profits.
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(8)
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This amount consists of an equity incentive plan award to Mr. Woelfer for Fiscal Year 2017 which was based on a formula equal to 0.20% of our
pre-tax
profits plus 0.20% of
Jayco operations
pre-tax
profits.
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(9)
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This amount consists of a
non-equity
incentive plan award to Mr. Woelfer for Fiscal Year 2017 which was based on a formula equal to 0.20% of our
pre-tax
profits for each fiscal quarter during the Fiscal Year less 0.20% of Jayco operations
pre-tax
profits.
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(10)
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This amount consists of an equity incentive plan award to Mr. Julian for Fiscal Year 2017 which was based on a formula equal to 0.175% of our
pre-tax
profits plus 0.12% of
Jayco operations
pre-tax
profits.
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(11)
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This amount consists of a
non-equity
incentive plan award to Mr. Julian for Fiscal Year 2017 which was based on a formula equal to 0.12% of our
pre-tax
profits for each fiscal quarter during the Fiscal Year less 0.12% of Jayco operations
pre-tax
profits.
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Grants of Plan-Based Awards for Fiscal Year 2017
The following table summarizes the grants made to each of our NEOs for Fiscal Year 2017 under our 2016 Plan or other plans or arrangements:
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ESTIMATED POSSIBLE PAYOUTS
UNDER
NON-EQUITY
INCENTIVE
PLAN AWARDS
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ESTIMATED POSSIBLE PAYOUTS
UNDER EQUITY INCENTIVE
PLAN AWARDS
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GRANT DATE
FAIR VALUE
OF SHARE AND
OPTION AWARDS
3
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NAME
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GRANT
DATE
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THRESHOLD
($)
|
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TARGET
($)
1
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MAX
($)
2
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THRESHOLD
(#)
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TARGET
(#)
1
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MAX
(#)
2
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Peter B. Orthwein
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8/8/2016
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$
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0
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$
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952,240
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8/8/2016
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(4)
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Robert W. Martin
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8/8/2016
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$
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0
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$
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6,665,680
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8/8/2016
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$
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0
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$
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1,904,480
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|
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$
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4,371,035
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(5)
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Colleen Zuhl
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8/8/2016
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$
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0
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$
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952,240
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8/8/2016
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$
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0
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$
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952,240
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$
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1,617,980
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(6)
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Todd Woelfer
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8/8/2016
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$
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0
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$
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761,792
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8/8/2016
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$
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0
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$
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761,792
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$
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1,294,384
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(7)
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Kenneth D. Julian
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8/8/2016
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$
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0
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$
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457,075
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8/8/2016
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$
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0
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$
|
666,568
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$
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1,082,643
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(8)
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(1)
|
Under our Plan, we do not set targets or goals. We compensate on a percentage of our NBT. Due to the lack of identified targets and pursuant to SEC guidance, the targets listed here are representative targets equal
to amounts that would be earned in Fiscal Year 2017 under our
non-equity
incentive plan and under our equity incentive plan based on our Fiscal year 2016 results. With respect to our LTI, NBT is denominated in
dollars, but the relevant percentage of NBT earned will be paid out in restricted stock units in the form of whatever number of shares of the Company on a
1-to-1
basis
that amount translates into at the time of the payout.
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(2)
|
Our 2016 Plan limits total award at $20,000,000.
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(3)
|
Represents the fair value per share of awards as of the grant date pursuant to FASB ASC Topic 718.
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(4)
|
Mr. Orthwein was not granted an equity award under our LTI due to his significant equity holdings as a founder of our Company.
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(5)
|
As shown under the column Share Awards in the Summary Compensation Table and as described in Compensation Discussion and Analysis, Mr. Martin was granted a performance-based equity
incentive award under the 2016 Plan payable in restricted stock units equal to 0.5% of our
pre-tax
profits plus 1.75% of Jayco operations
pre-tax
profits during Fiscal
Year 2017 (the actual grant date fair value of this award was $4,371,035). The restricted stock units vest in three equal annual installments beginning on the first
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|
|
|
|
|
|
NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT
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53
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anniversary of the date of issuance of such stock units. Because this award is based on a percentage of our
pre-tax
profits, it is impossible to calculate targets and
meaningful maximum amounts for such awards. Refer to footnotes 1 and 2
|
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(6)
|
As shown under the column Share Awards in the Summary Compensation Table and as described in Compensation Discussion and Analysis, Ms. Zuhl was granted a performance-based equity
incentive award under the 2016 Plan payable in restricted stock units equal to 0.25% of our
pre-tax
profits plus 0.25% of Jayco operations
pre-tax
profits during Fiscal
Year 2017 (the actual grant date fair value of this award was $1,617,980). The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of issuance of such stock units. Because this award is based
on a percentage of our
pre-tax
profits, it is impossible to calculate targets and meaningful maximum amounts for such awards. Refer to footnotes 1 and 2.
|
|
(7)
|
As shown under the column Share Awards in the Summary Compensation Table and as described in Compensation Discussion and Analysis, Mr. Woelfer was granted a performance-based equity incentive
award under the 2016 Plan payable in restricted stock units equal to 0.20% of our
pre-tax
profits plus 0.20% of Jayco operations
pre-tax
profits during Fiscal Year 2017
(the actual grant date fair value of this award was $1,294,384). The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of issuance of such stock units. Because this award is based on a
percentage of our
pre-tax
profits, it is impossible to calculate targets and meaningful maximum amounts for such awards. Refer to footnotes 1 and 2.
|
|
(8)
|
As shown under the column Share Awards in the Summary Compensation Table and as described in Compensation Discussion and Analysis, Mr. Julian was granted a performance-based equity incentive
award under the 2016 Plan payable in restricted stock units equal to 0.175% of our
pre-tax
profits plus 0.12% of Jayco operations
pre-tax
profits during Fiscal Year 2017
(the actual grant date fair value of this award was $1,082,643). The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of issuance of such stock units. Because this award is based on a
percentage of our
pre-tax
profits, it is impossible to calculate targets and meaningful maximum amounts for such awards. Refer to footnotes 1 and 2.
|
Executive Employment Agreements
Currently, none of our NEOs have written employment agreements.
Summary of Equity Compensation Plans
Thor Industries, Inc. 2016 Equity and Incentive
Plan
We adopted, and our Shareholders approved, our 2016 Plan on December 9, 2016. Our 2016 Plan is designed to enable us to obtain and retain the
services of the types of employees and Directors who will contribute to our long range success and to provide incentives that are linked directly to increases in share value which will inure to the benefit of our Shareholders. The maximum number of
shares issuable under our 2016 Plan is 2,000,000 (subject to adjustment) of which a maximum of 2,000,000 shares can be awarded as restricted stock or restricted stock units.
Our 2016 Plan is administered by the Compensation and Development Committee (our Committee). Our Committee may consist solely of two or more members of our
Board who qualify as outside directors within the meaning of Section 162(m) of the Code, and as
non-employee
directors under Rule
16b-3
as
promulgated under Section 16 of the Exchange Act.
Eligibility
Our
employees and Directors and those of our affiliated companies, as well as those whom we reasonably expect to become our employees and Directors or those of our affiliated companies, are eligible to receive awards, provided that incentive stock
options may be granted only to employees. A written agreement between us and each participant in the 2016 Plan will evidence the terms of each award granted under the 2016 Plan.
Shares Subject to the Plan
Subject to adjustment to reflect certain
corporate transactions or changes in our capital structure, the total number of shares of Common Stock that will be available for the grant of awards under the 2016 Plan may not exceed 2,000,000, of which a maximum of 2,000,000 shares may be awarded
as restricted awards.
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|
54
|
|
NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT
|
|
|
|
|
|
Executive Compensation
The aggregate grant date fair value of awards that may be granted during any fiscal year to any
non-employee
Director shall not exceed $500,000. Awards for fractional shares of Common Stock may not be issued under the terms of the 2016 Plan. Stock available for distribution under the 2016 Plan may be
authorized and unissued shares, treasury shares, or shares reacquired by us in any manner. If any award under the 2016 Plan is canceled, forfeited, or expires, in whole or in part, prior to exercise or realization, the Common Stock withheld from
issuance under that award will become available for future issuance under the 2016 Plan.
Administration
Our Board of Directors, or a Committee of members of our Board of Directors appointed by our Board of Directors, administers the 2016 Plan and that administrator is
referred to in this Proxy Statement as the Administrator. Among other responsibilities, the Administrator selects participants from among the eligible individuals, determines the number of shares of Common Stock that will be subject to
each award, prescribes the terms and conditions of each award, including, without limitation, the exercise price, methods of payment, and vesting provisions, and restrictions on awards.
Stock Options
Incentive and nonstatutory stock options are granted pursuant
to incentive and nonstatutory stock option agreements. Employees and Directors, and those whom the Administrator reasonably expects to become employees and Directors, may be granted nonstatutory stock options, but only employees may be granted
incentive stock options. The Administrator determines the exercise price of stock options granted under the 2016 Plan. Subject to certain exceptions, the exercise price of an incentive or nonstatutory stock option shall be at least 100% (and in the
case of an incentive stock option granted to a more than 10% Shareholder, 110%) of the fair market value of the Common Stock subject to that option on the date that option is
granted. The Administrator determines the rate at which options vest (options may vest only after the expiration of a minimum
one-year
period from the date
of the award) and any other conditions with respect to exercise of the options. Incentive stock options may not be exercisable for more than ten years from the date they are granted (five years in the case of an incentive stock option granted to a
more than 10% Shareholder).
Acceptable consideration for the purchase of our Common Stock issued upon the exercise of a stock option includes cash or certified or
bank check, and as determined by the Administrator may include (1) the tender of (or attestation to) our Common Stock previously owned by the option holder, (2) a broker-assisted cashless exercise, (3) reduction of the number of
shares deliverable upon exercise, and (4) other legal consideration approved by the Administrator.
Incentive stock options are not transferable except by will
or the laws of descent and distribution and may only be exercised during the option holders lifetime by the option holder. The Administrator may permit nonstatutory stock options to be transferred if the transfer is a transfer by gift or
domestic relations order to a member of the option holders immediate family, any person sharing the option holders household (other than a tenant or employee), or a related trust or foundation. An option holder may designate a
beneficiary, however, who may exercise the option following the option holders death.
Restricted Awards and Performance Compensation Awards
The Administrator may, in its discretion, grant restricted awards, including both restricted stock and restricted stock units (a hypothetical account that is paid in the
form of shares of Common Stock or cash), and performance compensation awards. The Administrator will determine, in its sole discretion, the terms of each award. Shares of Common Stock acquired under a restricted award may be subject to forfeiture.
Restricted stock may not be sold or transferred during the restricted period. The Administrator may provide for an acceleration of vesting in the terms of any restricted award.
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A performance compensation award entitles the recipient to receive Common Stock or hypothetical common share units upon
the attainment of specified performance goals. Cash bonuses may also be designated as performance compensation awards. The Administrator in its sole discretion shall determine the performance goals applicable to each performance compensation award
and the periods during which the performance is to be measured. No participant may be granted performance compensation awards with respect to more than 2,000,000 shares of Common Stock in a performance period (no more than 2,000,000 in the case of
performance compensation awards that are restricted awards), or the equivalent cash value on the first or last day of the performance period, as the Administrator determines. No participant may receive a cash bonus award in excess of $20,000,000 in
a single calendar year.
Except as otherwise determined by the Administrator, upon termination of employment or other service during the applicable restricted
period, restricted stock and performance compensation awards that remain at that time subject to restrictions will be forfeited and become available for regrant.
Stock Appreciation Rights
The Administrator may, in its discretion, grant
stock appreciation rights to participants. Generally, stock appreciation rights permit a participant to exercise the right and receive a payment equal to the value of our Common Stocks appreciation over a span of time in excess of the fair
market value of a share of Common Stock on the date of grant of the stock appreciation right.
Adjustments in Capitalization
Subject to the terms of an award agreement, if there is a specified type of change in our Common Stock, such as stock or extraordinary cash dividends, stock splits,
reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization, appropriate
equitable adjustments or substitutions will be made to the various limits under, and the share terms of, the 2016 Plan and the awards granted thereunder, including (1) the number and class
of shares reserved under the 2016 Plan, (2) the maximum number of shares with respect to which any participant may be granted awards, and (3) the number and class of shares and exercise price, strike price, or purchase price, if
applicable, of all outstanding stock awards. In addition, in the event of certain mergers, the sale of all or substantially all of our assets or our reorganization or liquidation, the Administrator may cancel outstanding awards and cause
participants to receive, in cash, stock, or a combination thereof, the value of the awards.
Change in Control
Subject to the terms of an award agreement, in the event of a change in control, as defined in the 2016 Plan, (i) any and all outstanding options and stock
appreciation rights granted hereunder shall become immediately exercisable unless such awards are assumed, converted, replaced, or continued by the continuing entity; provided, however, that in the event of a participants termination of
employment without cause or resignation for good reason within twenty-four (24) months following consummation of a change in control, any awards so assumed, converted, replaced or continued will become immediately exercisable; (ii) any
restriction imposed on a restricted award or performance compensation award shall lapse unless such awards are assumed, converted, replaced or continued by the continuing entity; provided, however, that in the event of a participants
termination of employment without cause or resignation for good reason within twenty-four (24) months following consummation of a change in control, the restrictions on any awards so assumed, converted, replaced, or continued shall lapse; and
(iii) the portion of any and all performance compensation awards that remain outstanding following the occurrence of a change in control shall be determined by applying actual performance from the beginning of the performance period through the
date of the change in control using the performance formula to determine the amount of the payout or distribution rounded to the nearest whole share of Common Stock. Notwithstanding the
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Executive Compensation
foregoing, if the change in control occurs prior to the end of a performance period for an award, the performance formula
shall generally be adjusted to take into account the shorter period of time available to achieve the performance goals.
The portion of an award that remains
outstanding following the occurrence of a change in control shall vest in full at the end of the performance period set forth in such award so long as the participants employment (or if the participant is a Director, service) with the Company
or one of its subsidiaries does not terminate until the end of the performance period. Notwithstanding the foregoing, such portion shall vest in full upon the earliest to occur of the following events: (i) the termination of the participant by
the Company without cause, (ii) the refusal of the continuing entity to assume, convert, replace, or continue the award, or (iii) the resignation of the participant for good reason.
Cause as used herein generally means the employee has been committed or pled guilty to a felony or a crime involving moral turpitude, has engaged in conduct
likely to result in harm to the Companys reputation, has been grossly negligent, has engaged in willful misconduct with respect to the Company, or violated federal or state securities laws. Good reason as used herein generally
means a diminution of the participants duties or authority, any relocation of more than 50 miles, or a material reduction in salary.
Change in
control as defined in the plan, is to be construed to the effect that any transaction treated as a change in control under the plan results in a change of ownership or effective control of a corporation, or a change in ownership of a
substantial portion of the assets of a corporation, as applicable, within the meaning of the regulations under Section 409A of the Internal Revenue Code of 1986, as amended, or the Code.
Amendments
Our Board of
Directors may amend, suspend, or terminate the 2016 Plan at any time. Amendments will not be effective without Shareholder approval if Shareholder approval is required by applicable law or stock exchange requirements. The Board of Directors may
amend any award, provided that if the amendment does not impair the rights under the award, the amendment requires the written consent of the participant. However, the Company generally may only reduce the exercise price of an option or stock
appreciation right, or cancel outstanding option and stock appreciation rights in exchange for cash, other awards or options or stock appreciation rights with a lower exercise price, with Shareholder approval.
Thor Industries, Inc. 2010 Equity and Incentive Plan
We adopted, and our Shareholders approved, our 2010 Plan. Our 2010 Plan is designed to enable us to obtain and retain the services of the types of employees and
Directors who will contribute to our long range success and to provide incentives that are linked directly to increases in share value which will inure to the benefit of our Shareholders. Our Board approved our 2010 Plan on October 25, 2010.
The maximum number of shares issuable under our 2010 Plan is 2,000,000 (subject to adjustment) of which a maximum of 1,000,000 shares can be awarded as restricted stock or restricted stock units.
Our 2010 Plan is administered by the Compensation and Development Committee (our Committee). Our Committee may consist solely of two or more members of our
Board who qualify as outside directors within the meaning of Section 162(m) of the Code, and as
non-employee
directors under Rule
16b-3
as
promulgated under Section 16 of the Exchange Act.
Eligibility
Awards may be granted to our employees and Directors and those individuals whom our Committee determines are reasonably expected to become employees or Directors
following the date of the grant of the award (Participants), provided that incentive stock options
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may be granted only to employees. Awards may be in the form of options (incentive stock options and
nonstatutory stock options), restricted stock, restricted stock units, performance compensation awards, and stock appreciation rights (collectively, Awards).
Options
Options may be granted as
incentive stock options (stock options intended to meet the requirements of Section 422 of the Code) or nonstatutory stock options (stock options not intended to meet such requirements) and will be granted in such form and will contain such
terms and conditions as our Committee deems appropriate. The term of each option will be fixed by our Committee, but no incentive stock option may be exercisable after the expiration of ten (10) years from the grant date; provided, that, in the
case of incentive stock options granted to a 10% Shareholder, the term of such option may not exceed five (5) years from the grant date. The exercise price of each incentive stock option may not be less than 100% of the fair market value of the
Common Stock subject to the option on the date of grant; provided, that, in the case of incentive stock options granted to a 10% Shareholder, the exercise price may not be less than 110% of the fair market value on the date of grant. The exercise
price of each nonstatutory stock option may not be less than 100% of the fair market value of the Common Stock subject to the option on the date of grant. Our Committee will determine the time or times at which, or other conditions upon which, an
option will vest or become exercisable. Payment in respect of the exercise of an option may be made in cash or by certified or bank check, or our Committee may, in its discretion and to the extent permitted by law, allow such payment to be made by
surrender of unrestricted shares of Common Stock (with a fair market value equal to the exercise price) that have been held by the Participant for any period deemed necessary by our accountants to avoid an additional compensation charge, or by means
of attestation whereby the Participant
identifies for delivery specific shares of Common Stock that have a fair market value equal to the exercise price, or through a broker-assisted cashless exercise program, a net exercise method,
or in any other form of legal consideration that may be acceptable to our Committee.
Restricted Stock and Restricted Stock Units
Our Committee may award actual shares of our Common Stock (Restricted Stock) or hypothetical Common Stock units having a value equal to the fair market value
of an identical number of shares of our Common Stock (Restricted Stock Units), which Award may, but need not, provide that such Restricted Stock or Restricted Stock Units may not be sold, assigned, transferred, or otherwise disposed of,
pledged, or hypothecated as collateral for a loan or as security for the performance of an obligation or for any other purpose for such period (the Restricted Period) as our Committee shall determine. Subject to the restrictions set
forth in the Award, Participants who are granted Restricted Stock generally will have the rights and privileges of a Shareholder as to such Restricted Stock, including the right to vote such Restricted Stock. Cash dividends and stock dividends with
respect to Restricted Stock may be withheld by our Company for the Participants account, and interest may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by our Committee. The cash
dividends or stock dividends so withheld by our Committee and attributable to any particular share of Restricted Stock will be distributed to the Participant in cash or, at the discretion of our Committee, in shares of Common Stock having a fair
market value equal to the amount of such dividends, if applicable, upon the release of restrictions on such shares. The Restricted Period shall commence on the date of the grant and end at the time or times set forth on a schedule established by our
Committee in the applicable Award agreement. At the discretion of our Committee, cash dividends and stock dividends (Dividend Equivalents) also may be paid with respect to Restricted Stock Units which, if credited, shall be withheld for
the Participants account and distributed upon the settlement of the
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NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT
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Executive Compensation
Restricted Stock Unit. If the Restricted Stock or the Restricted Stock Units, as applicable, are forfeited, the
Participant shall have no right to such dividends and/or Dividend Equivalents.
Performance Compensation Awards
Our 2010 Plan provides our Committee with the authority, at the time of grant of any Award (other than options and stock appreciation rights granted with an exercise
price or grant price equal to or greater than the fair market value per share of stock on the date of the grant), to designate such Award as a performance compensation award in order to qualify such Award as performance-based
compensation under Section 162(m) of the Code. In addition, our 2010 Plan provides our Committee with the authority to make an Award of a cash bonus to any Participant and designate such Award as a performance compensation award in order
to qualify such Award as performance-based compensation under Section 162(m) of the Code.
The maximum performance compensation Award payable to
any one Participant under our 2010 Plan for a Performance Period is 2,000,000 shares of our Common Stock or, in the event such performance compensation award is paid in cash, the equivalent cash value thereof, as determined by our Committee. If the
performance compensation Award is in the form of Restricted Stock or Restricted Stock Units, then the maximum performance compensation Award payable to any one Participant for a Performance Period is 1,000,000 shares of our Common Stock. The maximum
amount that can be paid in any calendar year to any Participant pursuant to a performance compensation Award in the form of a cash bonus is $10,000,000.
Stock
Appreciation Rights
Stock appreciation rights may be granted either alone (Free Standing Rights) or, provided the requirements of our 2010 Plan are
satisfied, in tandem with all or part of any option granted under our 2010 Plan (Related Rights). Upon exercise thereof, the holder of a stock appreciation right
would be entitled to receive from our Company an amount equal to the product of (i) the excess of the fair market value of our Common Stock on the date of exercise over the exercise price
per share specified in such stock appreciation right or its related option, multiplied by (ii) the number of shares for which such stock appreciation right is exercised. The exercise price of a Free Standing Right shall be determined by our
Committee, but shall not be less than 100% of the fair market value of our Common Stock on the date of grant of such Free Standing Right. A Related Right granted simultaneously with or subsequent to the grant of an option shall have the same
exercise price as the related option, shall be transferable only upon the same terms and conditions as the related option, and shall be exercisable only to the same extent as the related option. A stock appreciation right may be settled, at the sole
discretion of our Committee, in cash, shares of our Common Stock, or a combination thereof.
Change in Control
In the event of a Change in Control (as defined in our 2010 Plan) of our Company, and either in or not in combination with another event such as a termination of the
applicable Participants service by our Company without cause, unless otherwise provided in an Award agreement, all options and stock appreciation rights will become immediately exercisable with respect to 100% of the shares subject to such
option or stock appreciation rights, and the restrictions will expire immediately with respect to 100% of such shares of Restricted Stock or Restricted Stock Units subject to such Award (including a waiver of any applicable Performance Goals). In
addition, unless otherwise provided in an Award agreement, all incomplete Performance Periods in respect of a performance compensation Award will end upon a Change in Control, and our Committee will (a) determine the extent to which performance
goals with respect to each such Performance Period have been met, and (b) cause to be paid to the applicable Participant partial or full performance compensation awards with respect to performance goals for each such Performance Period based
upon our Committees determination of the degree of attainment of performance goals or assuming that applicable target levels of
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NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT
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performance have been attained or on such other basis as determined by our Committee. Further, in the
event of a Change in Control, our Committee may in its discretion and upon advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards
based upon the price per share of our Common Stock received or to be received by other Shareholders of our Company.
In Fiscal Year 2015, the Board voted to amend this plan commencing with Fiscal Year 2016 to require a double
trigger requiring either a corresponding change in employment status or the failure of an acquirer to assume the award before any change in control would result in the accelerated vesting of such award. This change will be applicable to new
grants only. Grants outstanding before the Board approved the change will continue to be single trigger.
Outstanding Equity Awards at 2017 Fiscal
Year-End
The following table sets forth information concerning option awards and share awards held by our NEOs as of July 31, 2017:
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OPTION AWARDS
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STOCK AWARDS
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NAME
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NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
EXERCISABLE
(#)
|
|
NUMBER
OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
UNEXERCISABLE
(#)
|
|
OPTION
EXERCISE
PRICE ($)
|
|
OPTION
EXPIRATION
DATE
|
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NUMBER OF
SHARES OR
UNITS THAT
HAVE
NOT
VESTED
(#)
|
|
MARKET
VALUE OF
SHARES OR
UNITS THAT
HAVE
NOT
VESTED
(#)
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Peter B. Orthwein
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Robert W. Martin
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49,838
(1)
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$5,250,433
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Colleen Zuhl
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15,821
(2)
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$1,666,742
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Todd Woelfer
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14,696
(3)
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$1,548,224
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Kenneth D. Julian
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14,696
(4)
|
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$1,548,224
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(1)
|
On September 7, 2012, Mr. Martin received a restricted stock award of 9,498 shares. The remaining 1,899 shares vest on the fifth anniversary of the date of grant. Mr. Martin received a restricted stock
unit award on October 9, 2014 of 24,317 units; October 9, 2015 of 26,016 units; and October 10, 2016 of 22,487 units. These units vest in three equal annual installments commencing on the one year anniversary date of each of the
awards respectively.
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(2)
|
Ms. Zuhl received a restricted stock unit award of 4,863 units on October 9, 2014; 7,804 units on October 9, 2015; and 8,995 units on October 10, 2016. These units vest in three equal annual
installments commencing on the one year anniversary date of each of the awards respectively.
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(3)
|
Mr. Woelfer received a restricted stock unit award of 4,863 units on October 9, 2014; 7,804 units on October 9, 2015; and 7,870 units on October 10, 2016. These units vest in three equal annual
installments commencing on the one year anniversary date of each of the awards respectively.
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(4)
|
Mr. Julian received a restricted stock unit award of 4,863 units on October 9, 2014; an award of 7,804 units on October 9, 2015; and 7,870 units on October 10, 2016. These units vest in three
equal annual installments commencing on the one year anniversary date of each of the awards respectively.
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NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT
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Executive Compensation
Option Exercises and Shares Vested in Fiscal Year 2017
There were no options exercised by our NEOs in Fiscal Year 2017. None of our NEOs own options, and none were awarded in Fiscal Year 2017. The following
table summarizes information regarding the vesting of share awards for each NEO in Fiscal Year 2017:
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OPTION AWARDS
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STOCK AWARDS
|
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NUMBER OF
SHARES
ACQUIRED
ON EXERCISE
(#)
|
|
VALUE
REALIZED
ON EXERCISE
(#)
|
|
NUMBER OF
SHARES
AQUIRED
ON VESTING
(#)
|
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VALUE
REALIZED ON
VESTING
(#)
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Peter B. Orthwein
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Robert W. Martin
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31,105
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$
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2,671,827
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Colleen Zuhl
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4,931
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|
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$
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418,395
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|
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Todd Woelfer
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5,639
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|
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$
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478,469
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Kenneth D. Julian
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5,639
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|
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$
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478,469
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Non-Qualified
Deferred
Compensation for Fiscal Year 2017
The following table shows the contributions, earnings, and account balances for Fiscal Year 2017 for
the NEOs participating in our Deferred Compensation Plan:
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EXECUTIVE
CONTRIBUTIONS
IN FISCAL YEAR
2017
1
|
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REGISTRANT
CONTRIBUTIONS
IN FISCAL YEAR
2017
|
|
AGGREGATE
EARNINGS IN
IN FISCAL YEAR
2017
|
|
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AGGREGATE
WITHDRAWALS/
DISTRIBUTIONS
|
|
AGGREGATE
BALANCE
AT
7/31/17
|
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Colleen Zuhl
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$ 53,325
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$14,446
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|
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$162,673
|
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Todd Woelfer
|
|
|
$178,563
|
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|
|
|
$29,991
|
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|
|
$315,749
|
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Kenneth D. Julian
|
|
|
$ 42,899
|
|
|
|
|
|
$15,254
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|
|
|
|
|
$167,086
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(1)
|
The amounts shown as contributions are also included in the amounts shown as Fiscal Year 2017 salary column of the Summary Compensation Table on page 51.
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NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT
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Summary of Deferred Compensation Plan
On December 9, 2008, our Board approved and adopted the amended and restated Thor Industries, Inc. Deferred Compensation Plan (our Deferred Compensation
Plan), which was amended and restated primarily to comply with Section 409A of the Code. The general purpose of our Deferred Compensation Plan is to provide our eligible employees with the benefits of an unfunded,
non-qualified
deferred compensation program.
Under our Deferred Compensation Plan, participants may elect to defer portions of
their salary and bonus amounts. The amounts are credited to the participants individual account, which is credited with earnings and losses based on the performance of certain investment funds selected by us and elected by the participant.
Participants are vested in their elective deferrals at all times. Vested benefits become payable under our Deferred Compensation Plan (i) upon the
participants separation from service, (ii) upon the occurrence of a change in control, (iii) upon the participants death or disability, or (iv) in connection with a severe financial hardship due to an unforeseen emergency
(but in this case amounts payable are limited to the amount necessary to satisfy the emergency plus anticipated taxes). In each case, payment will be made within ninety (90) days following the event triggering the payment unless the participant
is determined by our Board to be a specified employee under Section 409A of the Code and the payment trigger is the participants separation from service, in which case the payment will be delayed for a period of six (6) months.
At the time the participant makes a deferral election, the participant may elect a lump sum payment or installment payments spreading payment over 2 to 15 years upon
separation from service.
Our Compensation and Development Committee administers our Deferred Compensation Plan. Our Compensation and Development
Committee has the ability to modify or terminate the plan, provided that any modification or termination does not adversely affect the rights of any participant or beneficiary as to amounts under the plan. Our Compensation and Development Committee
also has the ability to terminate our Deferred Compensation Plan and accelerate the payments of all vested accounts in connection with certain corporate dissolutions or changes of control, provided that the acceleration is permissible under
Section 409A of the Code. Our Deferred Compensation Plan is intended to comply with Section 409A of the Code..
Potential Payments
Upon Termination or Change in Control and Agreements with Resigning Officers
Except for (i) potential payments under our Deferred Compensation Plan and
(ii) the previously discussed lapsing of restrictions on certain restricted awards, as of July 31, 2017, there were no potential obligations owed to our NEOs or their beneficiaries under existing plans or arrangements, whether written or
unwritten, in the event of a change in control or termination of employment, including because of death, disability, or retirement.
The Company has no employment
or similar agreements with any NEO with provisions regarding severance or change in control benefits.
Our Deferred Compensation Plan provides for payment of the
vested deferred amounts upon termination of employment and following a change in control. Under our Deferred Compensation Plan, if an NEOs employment terminated on or before July 31, 2017, or if the NEO died or became disabled, the entire
vested account balance (reported in the Aggregate Balance at 7/31/17 column of the
Non-Qualified
Deferred Compensation table above) would be paid. A change in control would also trigger payment to
the NEO.
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62
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NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT
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Ownership of Common Stock
The following table sets forth information as of September 1, 2017, with respect to the beneficial ownership, as defined in Rule 13(d) under the
Exchange Act, of our Common Stock by: (i) each person known by the Company to beneficially own, as defined in Rule
13d-3
under the Exchange Act, 5% or more of the outstanding Common Stock; (ii) each
Director of the Company; (iii) each Executive Officer of the Company named in the Summary Compensation Table on page 51; and (iv) all Executive Officers and Directors of the Company as a group. As of September 1, 2017, there were
52,753,755 shares of Common Stock issued and outstanding, including 167,714 shares issuable under restricted stock units which will vest within sixty (60) days from September 1, 2017:
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BENEFICIAL OWNERSHIP
2
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NAME AND ADDRESS OF BENEFICIAL OWNER
1
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NUMBER OF SHARES
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PERCENT
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Peter B.
Orthwein
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2,032,014
(3)
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3.9%
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Robert W.
Martin
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79,064
(4)
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*
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Colleen
Zuhl
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13,779
(5)
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*
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Todd
Woelfer
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12,603
(6)
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*
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Kenneth
D. Julian
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17,630
(7)
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*
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Andrew
Graves
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10,039
(8)
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*
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Wilson
Jones
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3,000
(9)
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*
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J. Allen
Kosowsky
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10,000
(10)
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*
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Alan
Siegel
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512,808
(11)
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1.0%
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Jan H.
Suwinski
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15,000
(12)
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*
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James L.
Ziemer
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8,000
(13)
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*
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The
Vanguard Group
100 Vanguard Blvd
Malvern, PA 19355
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4,042,036
(14)
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7.7%
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BlackRock
Fund Advisors
400 Howard Street
San Francisco, CA 94105
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4,042,984
(15)
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7.7%
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All
directors and executive officers
as a group (eleven persons)
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2,713,937
(16)
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5.1%
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(1)
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Except as otherwise indicated, the address of each beneficial owner is c/o Thor Industries, Inc., 601 East Beardsley Avenue, Elkhart, Indiana 46514.
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(2)
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Except as otherwise indicated, the persons in the table have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them and such shares include restricted
stock and restricted stock units which are currently exercisable or will become exercisable or vested within sixty (60) days from September 1, 2017.
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(3)
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Includes 1,396,352 shares held directly; 67,140 shares owned by Mr. Orthweins wife; 30,000 shares owned of record by a trust for the benefit of Mr. Orthweins half-brother, of which
Mr. Orthwein is a trustee; 74,783 shares owned of record by the Trust FBO Peter B. Orthwein, of which Mr. Orthwein is the trustee and beneficiary; 40,039 shares held by a charitable annuity trust of which Mr. Orthwein and his wife are
trustees and Mr. Orthweins three youngest children are beneficiaries; 124,000 shares owned of record by a trust for the benefit of Mr. Orthweins children for which Mr. Orthwein acts as a trustee; and 299,700 shares held in
a trust of which Mr. Orthwein is sole trustee for his three youngest children as beneficiaries.
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NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT
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63
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(4)
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Includes 52,892 shares held directly; 1,899 restricted shares of an award of 9,498 restricted shares granted on September 7, 2012 under our 2010 Plan, which vest in five (5) installments commencing on the
one-year
anniversary date of the award. All restricted shares include the right to vote upon grant. Also includes 8,107 restricted stock units of a 24,317 restricted stock unit grant on October 9, 2014; 8,671
restricted stock units of a 26,016 restricted stock unit grant on October 9, 2015, each under our 2010 Plan. Also includes 7,495 restricted stock units of a 22,487 restricted stock grant on October 10, 2016, granted under our 2016 Plan.
All restricted stock units vest in three equal annual installments commencing on the one year anniversary date of the award.
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(5)
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Includes 6,557 shares held directly; 1,623 restricted stock units of an award of 4,863 restricted stock units granted on October 9, 2014; and 2,601 restricted stock units of an award of 7,804 restricted stock
units granted on October 9, 2015, each under our 2010 Plan. Also includes 2,998 restricted stock units of an award of 8,995 restricted stock units on October 10, 2016, under our 2016 Plan. All restricted stock units vest in three equal
installments commencing on the one year anniversary date of the award.
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(6)
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Includes 5,756 shares held directly; 1,623 restricted stock units of an award of 4,863 restricted stock units granted on October 9, 2014; 2,601 restricted stock units of an award of 7,804 restricted stock units
granted on October 9, 2015, each under our 2010 Plan. Also includes 2,623 restricted stock units of an award of 7,870 restricted stock units on October 10, 2016, under our 2016 Plan. All restricted stock units vest in three equal annual
installments commencing on the one year anniversary of the award.
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(7)
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Includes 10,783 shares held directly; 1,623 restricted stock units of an award of 4,863 restricted stock units granted on October 9, 2014; 2,601 restricted stock units of an award of 7,804 restricted stock units
granted on October 9, 2015, each under our 2010 Plan. Also includes 2,623 grant of an award of 7,870 restricted stock units on October 10, 2016, under our 2016 Plan. All restricted stock units vest in three equal annual installments
commencing on the one year anniversary date of the award.
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(8)
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Consists of 9,039 shares held directly and 1,000 restricted stock units awarded on October 10, 2016, under our 2016 Plan which vest on the anniversary of the date of grant.
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(9)
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Consists of 2,000 shares held directly and 1,000 restricted stock units awarded on October 10, 2016, under our 2016 Plan which vest on the anniversary of the date of grant.
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(10)
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Consists of 9,000 shares held directly and 1,000 restricted stock units awarded on October 10, 2016, under our 2016 Plan which vest on the anniversary of the date of grant.
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(11)
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Consists of 3,988 shares held directly and 1,000 restricted stock units awarded on October 10, 2016, under our 2016 Plan which vest on the anniversary of the date of grant. Also includes 507,820 shares owned by
The Thompson Family Foundation of which Mr. Siegel is an officer and director and of which he may be deemed to have the shared power to direct the voting and disposition of such shares.
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(12)
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Consists of 14,000 shares held directly and 1,000 restricted stock units awarded on October 10, 2016, under our 2016 Plan which vest on the anniversary of the date of grant.
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(13)
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Consists of 7,000 shares held directly and 1,000 restricted stock units awarded on October 10, 2016, under our 2016 Plan which vest on the anniversary of the date of grant.
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(14)
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The number of shares listed for The Vanguard Group, Inc. is based on a Schedule 13F filed on August 11, 2017.
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(15)
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The number of shares listed for BlackRock Fund Advisors is based on a Schedule 13F filed August 10, 2017 (represents combined BlackRock Fund Advisors and BlackRock Institutional Trust Company).
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(16)
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Includes an aggregate of 51,189 restricted stock units which will vest within sixty (60) days from September 1, 2017.
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64
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NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT
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Additional Corporate Governance Matters
CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH MANAGEMENT
We reimbursed Mr. Orthwein $78,000 in Fiscal Year 2017 for certain costs, including office rent and utilities for offices used by Mr. Orthwein.
Our Audit Committee is required to review and approve all related party transactions that are required to be disclosed under Item 404 of Regulation
S-K
promulgated by the SEC. All such related party transactions must also be approved by the disinterested members of our Board if required by Delaware General Corporation Law. Through its review for Fiscal Year
2017 activity, the Audit Committee identified no such transactions other than disclosed above.
ADDITIONAL CORPORATE GOVERNANCE MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
The federal securities laws require the filing of certain reports by officers, directors, and beneficial owners of more than ten percent (10%) of our securities with the
SEC and the NYSE. Specific due dates have been established and we are required to disclose in this Proxy Statement any failure to file by these dates. Based solely on a review of copies of the filings furnished to us, or written representations that
no such filings were required, the Company believes that all filing requirements were satisfied by each of our Officers, Directors, and ten percent (10%) Shareholders during Fiscal Year 2017.
Shareholder Proposals
Proposals by Shareholders
that are intended to be presented at the 2018 Annual Meeting of Shareholders must be received by the Company on or before July 5, 2018, to be included in the Proxy Statement and form of proxy for the 2018 Annual Meeting of Shareholders.
The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal
that does not comply with applicable requirements.
Other Matters
Management knows of no other matters that will be presented for consideration at the Meeting. However, if any other matters are properly brought before the Meeting, it
is the intention of the persons named in the proxy to vote the proxy in accordance with their best judgment.
By Order of the Board of Directors,
Todd Woelfer
Senior Vice President,
General Counsel, and Corporate Secretary
November 2, 2017
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NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT
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65
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THOR INDUSTRIES, INC.
ATTN: W. TODD WOELFER
601 EAST BEARDSLEY AVENUE
ELKHART, IN 46514
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VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the
cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy
cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have
your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy
card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
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THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
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For
All
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Withhold
All
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For All
Except
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To withhold authority to vote for any individual nominee(s), mark For All Except and write the
number(s) of the nominee(s) on the line below.
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The Board of Directors recommends you vote FOR the following:
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☐
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☐
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☐
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1.
Election of Directors
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Nominees
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01 Jan H.
Suwinski 02 J. Allen
Kosowsky 03 Wilson Jones
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The Board of Directors recommends you vote FOR
proposals 2 and 3.
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For
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Against
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Abstain
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2.
Ratification of appointment of Deloitte & Touche LLP as our
independent registered public accounting firm for our Fiscal Year 2018.
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☐
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☐
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☐
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3.
Non-binding
advisory vote to approve the compensation of our named executive officers (NEOs).
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☐
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☐
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☐
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The Board of Directors recommends you vote 1
YEAR on the following proposal:
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1 year
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2 years
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3 years
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Abstain
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4.
Advisory
vote on the frequency of holding the Say on Pay Vote.
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☐
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☐
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☐
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☐
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NOTE:
Such other business as may properly come
before the meeting or any adjournment thereof.
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Please sign exactly as your name(s) appear(s) hereon. When signing
as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by
authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Important
Notice
Regarding
the
Availability
of
Proxy
Materials
for
the
Annual
Meeting:
The Notice & Proxy Statement and Annual Report are available at
www.proxyvote.com
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THOR INDUSTRIES, INC. Annual
Meeting of
Shareholders
December 12, 2017 1:00 PM EST
This proxy is solicited by the Board of Directors
The undersigned shareholder of Thor Industries, Inc. hereby appoints Peter B. Orthwein and W. Todd Woelfer, and each of them, as proxies, each with the power to appoint
his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this proxy, all of the shares of Common Stock of THOR INDUSTRIES, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of
Shareholder(s) to be held at 1:00 PM, EST on December 12, 2017, at Grand Hyatt New York 109 East 42nd Street New York, NY 10017, and any adjournment or postponement thereof. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments or postponements thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board
of Directors recommendations.
Continued and to be signed on
reverse side
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